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Client Service Agreement

This agreement is between the operator of a specialized design, engineering and fabrication service doing business as, Eagle One Research & Development L.L.C., or any of its authorized distributors or operators and the Customer named CLIENT, hereinafter (ĎCLIENTí).

The services provided by Eagle One Research & Development L.L.C., includes, but are not limited to the items outlined in detailed on a separate sheet that will become apart of this document by referenced hereto; see additional attached entitled Eagle One Research & Development L.L.C. Appendices forms. When attached and initialed those will become an integral part of this agreement of the parties.

Upon the acceptance of the following terms and conditions, the CLIENT agrees that they will receive and have access to Eagle One Research & Development L.L.C.ís services and the intellectual property that will result there from. Eagle One Research & Development L.L.C.ís agrees to provide its best efforts in the services and intellectual property engaged it provides for the benefit of the client. It is understood that these services and products are often done on an experimental bases as such it is understood that the CLIENT is bound by these terms and conditions and agrees to adheres thereto:

  1. Clientís Obligations - CLIENT is specifically responsible for

(a)   Obligations of client: their original designs, drawing, descriptions and any other files should be copied and provided copies to Eagle One Research & Development L.L.C.. All files residing in Eagle One Research & Development L.L.C.ís possession, is done at the risk of lost to CLIENT. Eagle One Research & Development L.L.C. will use ordinary care of these possessions but not be responsible for loss or damage. Clients should keep a backup of the data provided to Eagle One Research & Development L.L.C. including but not limited to all of their account (s) and confidential information. If the services to CLIENT requires an independent sort of mechanisms not a part of the device being worked on by Eagle One Research & Development L.L.C., CLIENT is responsible to keep such mechanisms in working condition to enable the benefit from the service/s subscribed for herein. All incidental expenses incurred while receiving Eagle One Research & Development L.L.C.ís services is the responsibility of the client.

  1. Eagle One Research & Development L.L.C.Ė Reservation of right to:

(a)   Change its services, including, but not limited to, its business procedures, hours of operation, menu of fees and expenses, business structures and services offered.

 (b)  In the case of changes to its services, unless the change is

in the interest of the client, Eagle One Research & Development L.L.C. will not affect existing accounts and new changes will only take affect on next client project, if any.

 (c)   Acceptable Use Policy: Eagle One Research & Development L.L.C. service and the resulting products there from, may only be used for lawful purposes;

 (i) By abiding to their agreement, CLIENT agrees to use Eagle One Research & Development L.L.C.ís services in a manner consistent with any and all applicable laws.

 (ii) The use in any manner of any material that is associated with this agreement, in violation of any laws or regulations, is prohibited. Therefore, CLIENT hereby agrees that any material submitted for service through Clientís account (s) does not violate or infringe any copyright, trademark, patent, statutory, common law, or proprietary rights of others. Client agrees to indemnify and hold harmless Eagle One Research & Development L.L.C. from any claims, resulting from Clientís use of the property of others.

 

  1. Warranties:

 Eagle One Research & Development L.L.C. makes no warranties, expressed or implied, including but not limited to those of merchantability or fitness for a particular purpose, for the services it is providing or for any information therein. Eagle One Research & Development L.L.C. will not be responsible for any damages CLIENT suffers as a result of delays or impossibility as determined solely by Eagle One Research & Development L.L.C..

 

  1. Indemnification:

 (a)   Neither Eagle One Research & Development L.L.C., nor its agents or assignees are responsible for any damages arising from the Client's inability to use Eagle One Research & Development L.L.C.ís services or products, or for any errors, including those arising from negligence or omissions on the part of the CLIENT.

 (b)  The CLIENT expressly agrees to indemnify and hold harmless Eagle One Research & Development L.L.C., its assignees, employees and representatives, for any losses, costs, or damages, whether direct, indirect or consequential, including reasonable attorneys' fees incurred by Eagle One Research & Development L.L.C., its assignees, employees or representatives.

 (c)   The use of any information or product obtained from any source via Eagle One Research & Development L.L.C.ís services is at the Client's own risk. Eagle One Research & Development L.L.C. will not be responsible and specifically denies responsibility, for the accuracy, content, or quality of, information through its services.

 (d)  Advertising: Advertising is not considered to be an "acceptable use" of the Client's project. Eagle One Research & Development L.L.C. can promote products and/or services, by Eagle One Research & Development L.L.C., at its discretion.

 (e)   Payment: CLIENT shall pre-agreed on fee to be used for their service. The current fee rates published by Eagle One Research & Development L.L.C., shall apply at the time that pre-payment is made. In this agreement, the rates applicable are the rates published by Eagle One Research & Development L.L.C.ís, which can be revised from time to time at Eagle One Research & Development L.L.C.ís sole discretion, and should have the same effects as though the published rates were set out in their agreement.

  5.  Limited Warranty:

Eagle One Research & Development L.L.C. warrants that the Products developed hereunder will be free from defects in material and workmanship for a period of thirty (30) days from the date of purchase.  If the Products do not conform to their Limited Warranty during the warranty period (as herein above specified), Client shall notify Eagle One Research & Development L.L.C. in writing of the claimed defects and demonstrate to Eagle One Research & Development L.L.C.ís satisfaction that said their Limited Warranty covers defects.  If the defects are properly reported to Eagle One Research & Development L.L.C. within the warranty period, and the defects are of such type and nature as to be covered by their warranty, Eagle One Research & Development L.L.C. shall, at its own expense, furnish, replacement Products or, at Eagle One Research & Development L.L.C.ís option, replacement parts for the defective Products.  Shipping and installation of the replacement Products or replacement parts shall be at Clientís expense. The sole and exclusive obligation of Eagle One Research & Development L.L.C. shall be to repair or replace the defective Products in the manner and for the period provided above.  Eagle One Research & Development L.L.C. shall not have any other obligation with respect to the Products or any part thereof, whether based on contract, tort, and strict liability or otherwise.  Under no circumstances, whether based on their Limited Warranty or otherwise, shall Eagle One Research & Development L.L.C. be liable for incidental, special, or consequential damages.

 6.  Other Limits:

THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

Eagle One Research & Development L.L.C. does not warrant against damages or defects arising out of improper or abnormal use of handling of the Products; against defects or damages arising from improper installation ( where installation is by persons other than Eagle One Research & Development L.L.C. ), against defects in products or components not manufactured by Eagle One Research & Development L.L.C., or against damages resulting from such non - Eagle One Research & Development L.L.C. made products or components.  Eagle One Research & Development L.L.C. passes on to CLIENT the warranty it received (if any) from the maker thereof of such non-Eagle One Research & Development L.L.C. made products or components.  Their warranty also does not

apply to Products upon which repairs have been affected or attempted by persons other than pursuant to written authorization by Eagle One Research & Development L.L.C..

7.  Other Statements:

Eagle One Research & Development L.L.C.ís employees or representatives' ORAL OR OTHER WRITTEN STATEMENTS DO NOT CONSTITUTE WARRANTIES, shall not be relied upon by

CLIENT, and are not a part of the contract for sale or their limited warranty.

 8.  Entire Obligation:

Their Limited Warranty states the entire obligation of Eagle One Research & Development L.L.C. with respect to the Products.  If any part of their Limited Warranty is determined to be void or illegal, the remainder shall remain in full force and effect.

9. Compensation:

It is the nature of transactions with specialized design, engineering and fabrication to vary from one project to another. As such standard fees are not always possible and compensation will vary from project to project. In an effort to achieve some continuity Eagle One Research & Development L.L.C. Appendices forms attached herewith has a fees schedule for review and consideration. Once this agreement is signed and the fee schedule is initiated, the fees are accepted and made a part hereto.

10. Additional compensation:

Will follow all, systems, devices, mechanisms and all other things that result from, are made better or are changed as a result of this agreement, hereafter referred to as, products, will result in partial ownership of the product by Eagle One Research & Development L.L.C.. Ownership in any and all patent, copyrights, tread and service marks, residual and ancillary rights know now or will become known in the future. The ownership will exist as long as the term of any.

 11. Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Virginia. and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. 

 12.  Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.  Only a further writing that is duly executed by both parties may modify this Agreement.

 

Appendices forms.

Shop Rates

Basic shop time $35.00/hour. Minimum charge of $70.00.
MIG welding  $45.00 per hour.
TIG  welding  $55.00 per hour.
Titanium welding 75.00 per hour.

Design R&D changes/ engineering modification structural analysis 25.00/per hour.

All other material, if any are billed at our cost. This includes but is not limited to items such as; IE Stainless steel hardware, hydraulics, electrical or electronics, lumber, plastics, protective coatings, raw metals, etc.

Detailed plan review/basic nuts & bolts (grade 5 or 8), travel and ordering. Flat one time rate $280.00. If extended travel is required, that is not local in nature, (more than 10 miles), a fee of 35 cents per mile will apply. 3 dimensional objects, or products that require a trailer.

 


 

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Created by Gregory Zacek
Copyright 2007 http://www.eagleoneresearch.com/
All rights reserved.
Revised: 06/24/15 11:40:08 -0400.

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